Partner Programme Agreement

Affiliate terms for the promotion of EzSuppBot and EzForwardBot  |  Version 1.0, effective 30 July 2026

This agreement (the “Agreement”) is made between ZIVON Ltd, a company registered in England and Wales under company number [COMPANY NUMBER], whose registered office is at 321–323 High Road, Chadwell Heath, Essex, RM6 6AX, United Kingdom (“we”, “us”, “our” or the “Company”), and the person or entity identified in the signature block at the end of this Agreement (“you”, “your” or the “Partner”). Each is a “party” and together the “parties”.

EzSuppBot and EzForwardBot are trading names of ZIVON Ltd. EzBotSuite is the collective name for those products. References in this Agreement to a Product include the website, application, Telegram bot and subscription service operated under that name.

1. Definitions and Interpretation
   1. In this Agreement, the following terms have the following meanings:

   “Commission”

   the sum payable to you under clause 6 in respect of a Qualifying Billing Period.

   “Commission Rate”

   forty per cent (40%), or such other rate as is stated in Schedule 1 or notified to you under clause 20.

   “Commission Term”

   the period of twelve (12) consecutive monthly billing periods of a Referred Customer's subscription, beginning with the first billing period for which we receive payment from that Referred Customer.

   “Credit”

   the account credit granted to a Referred Customer under clause 5, which delivers the Offer.

   “Net Subscription Fee”

   the amount invoiced to a Referred Customer for their subscription to a Product in a given billing period, excluding value added tax and any other sales, use or withholding tax, and calculated before the deduction of the Credit, but after the deduction of any other discount, price concession or promotional reduction we grant for reasons unconnected with the Offer.

   “Offer”

   the customer incentive described in clause 5 — a free second month at the tier purchased — which you are licensed to advertise alongside your Tracking Link and Tracking Code.

   “Partner Portal”

   the online account we provide to you at https://ezsuppbot.com/partners showing your Tracking Link, Tracking Code, referrals, Commission and payment history. The Partner Portal is an ordinary website, reached in any web browser and signed into with an email address and password. You do not need a Telegram account to join the Programme, to use the Partner Portal, or to be paid.

   “Products”

   EzSuppBot and EzForwardBot, and any further product we add to the Programme by notice to you. “Product” means either of them.

   “Programme”

   the EzBotSuite Partner Programme operated by us under this Agreement.

   “Qualifying Billing Period”

   a monthly billing period of a Referred Customer's subscription that falls within the Commission Term and in respect of which the Referred Customer has either paid the amount due in full or has had that amount satisfied in full or in part by the Credit.

   “Referred Customer”

   a person or entity that is attributed to you in accordance with clause 4 and that subsequently takes out a paid subscription to a Product.

   “Tracking Code”

   the unique alphanumeric code we allocate to you, which a customer may enter on our websites or in our applications.

   “Tracking Link”

   the unique URL or Telegram deep link we allocate to you, which carries your Tracking Code.

   1. Clause headings do not affect interpretation. Words in the singular include the plural and vice versa. “Including” and “in particular” are without limitation. A reference to a statute is to that statute as amended or re-enacted.
   2. All monetary amounts in this Agreement are in pounds sterling (GBP) unless stated otherwise.
2. Appointment
   1. We appoint you as a non-exclusive, non-transferable independent partner to promote the Products, and you accept that appointment, on the terms of this Agreement. This Agreement does not grant you any territory, category or channel exclusivity.
   2. You are not required to promote both Products. You may promote EzSuppBot only, EzForwardBot only, or both, and you may change which of them you promote at any time without notice to us. Your Tracking Link and Tracking Code work for both Products, and Commission is earned on whichever Product a Referred Customer subscribes to.
   3. You are an independent contractor. Nothing in this Agreement creates a partnership, joint venture, franchise, agency or employment relationship between the parties. You have no authority to bind us, to make any representation or warranty on our behalf, or to hold yourself out as our employee, agent or representative.
   4. We may operate other marketing channels, referral schemes, resellers and partner arrangements, including ones that compete with your activities, without any liability to you.
   5. You are free to promote products that compete with the Products, provided you do not breach clause 12 in doing so.
3. Enrolment, Approval and Your Account
   1. Your participation begins when we notify you that your application has been approved and we issue your Tracking Link and Tracking Code. We may accept or refuse any application at our discretion, and we are not obliged to give reasons.
   2. You must be at least 18 years old and, where you contract as a business, duly incorporated or registered and authorised to enter into this Agreement.
   3. The Programme is run entirely through the web. You need only an email address and a web browser. A Telegram account is not required at any point — not to apply, not to sign in, not to obtain your links, and not to be paid. Our Products are Telegram tools, but promoting them is not conditional on your using Telegram yourself.
   4. You must give accurate, current and complete information on enrolment, and keep the details in your Partner Portal up to date — in particular your contact email address and your payment details. We are not responsible for Commission that cannot be paid because your details are wrong, incomplete or out of date.
   5. You are responsible for all activity that occurs under your Partner Portal account and for keeping your credentials confidential. You must notify us without undue delay at [email protected] if you know or suspect that your account has been compromised.
   6. You may hold only one Partner Portal account unless we agree otherwise in writing.
4. Tracking Links, Tracking Codes and Attribution
   1. We allocate to you a Tracking Link and a Tracking Code. Schedule 2 describes in detail how tracking and attribution operate. Schedule 2 forms part of this Agreement.
   2. A customer is attributed to you if, at the point they create their account or take out a paid subscription, any one of the following applies:
      1. they arrived at one of our websites through your Tracking Link within the preceding ninety (90) days, and that visit is recorded by a first-party cookie placed on their device;
      2. they opened one of our Telegram bots through your Tracking Link, in which case the attribution is recorded against their account on our servers at that moment; or
      3. they entered your Tracking Code in the partner-code field provided on our websites or in our applications.
   3. First attribution wins. Where a customer has already been attributed to another partner, or to an existing customer under our separate customer referral scheme, that earlier attribution stands and no Commission is payable to you. Where a customer has been attributed to you and later arrives through another partner, the attribution to you stands, provided the customer subscribes within the ninety (90) day window in clause 4.2(a) or has been recorded under clause 4.2(b) or 4.2(c).
   4. Attribution recorded under clause 4.2(b) or 4.2(c) is held on our servers and is not dependent on cookies. Attribution recorded under clause 4.2(a) depends on a cookie being placed and retained on the customer's device, and will be lost if the customer blocks cookies, clears them, or completes their purchase on a different device or browser. We do not compensate for attribution lost in that way.
   5. A customer who already holds, or has previously held, a paid subscription to the relevant Product is not a Referred Customer and does not qualify for the Offer or for Commission.
   6. Our tracking records are the definitive record of attribution, referrals and Commission. If you believe our records are wrong, you must tell us within sixty (60) days of the relevant transaction appearing (or failing to appear) in your Partner Portal, and we will investigate in good faith. We will correct any error we identify. Claims raised after that period will not be considered.
   7. We may change the technical mechanics of tracking — for example the cookie name, the link format or the attribution infrastructure — provided the substance of clauses 4.2 and 4.3 is preserved.
5. The Customer Offer — Free Second Month
   1. You are authorised to advertise the following offer to your audience: a customer who subscribes to a monthly plan of either Product, at any paid tier, using your Tracking Link or Tracking Code, receives their second month free at the tier they purchased.
   2. The Offer is delivered as a Credit applied to the customer's billing account. When the customer's first monthly payment is received, we credit their account with an amount equal to the sum they actually paid for that first month. That Credit is then applied automatically against their next invoice.
   3. Where the customer remains on the same tier, the Credit equals the amount then due and the second month is free.
   4. Upgrades. Where the customer moves to a higher tier before their second billing period, the Credit — being the value of the first month at the tier they originally bought — is applied as a discount against the higher amount then due, and the customer pays only the difference. By way of example, a customer who subscribes to EzForwardBot Starter at £1.99 and upgrades to Pro at £9.99 before their second month receives a £1.99 Credit and pays £8.00 for their second month.
   5. Downgrades. Where the amount due for the second billing period is less than the Credit, the customer pays nothing for that period and the unused balance remains on their account against future invoices. It is not redeemable for cash and is not refundable.
   6. The Offer is available to new subscribers only, once per customer, on monthly plans, and may not be combined with our customer referral scheme or with any other discount or promotional code unless we state otherwise in writing.
   7. If a customer cancels before their second billing period, the Credit lapses unused. No payment or refund is due to the customer or to you in respect of it.
   8. You must describe the Offer accurately and must not overstate it, extend it, attach conditions of your own to it, or represent that it is available on terms other than those in this clause 5. We may vary or withdraw the Offer on thirty (30) days' notice under clause 20; any customer who has already subscribed retains the Offer on the terms that applied when they subscribed.
6. Commission
   1. Subject to this Agreement, we will pay you Commission at the Commission Rate of 40% of the Net Subscription Fee for each Qualifying Billing Period of each Referred Customer.
   2. Commission is payable for the whole of the Commission Term — that is, twelve (12) monthly billing periods per Referred Customer, beginning with their first paid billing period. No Commission accrues after the Commission Term ends, even if the Referred Customer remains a subscriber.
   3. Commission is payable on the free second month. Where the Credit granted under clause 5 reduces the amount a Referred Customer pays to nil, or to a reduced sum, Commission is nonetheless payable at the Commission Rate on the Net Subscription Fee that would have applied for that billing period but for the Credit. By way of example, a Referred Customer on EzForwardBot Pro at £9.99 who pays nothing in their second month still earns you £4.00 for that month.
   4. Where a Referred Customer changes tier during the Commission Term, Commission for each subsequent billing period is calculated on the Net Subscription Fee actually invoiced for that period, so Commission rises on an upgrade and falls on a downgrade.
   5. Commission is calculated per invoice and rounded to the nearest penny, with half a penny rounded up.
   6. Commission is not payable on: value added tax or any other tax; amounts a Referred Customer does not in fact pay, other than as provided in clause 6.3; setup, support, professional-services or other non-subscription charges; amounts refunded, charged back or reversed; or subscriptions taken out by you, by a person connected with you, or by an entity you control (see clause 12.1(a)).
   7. The current prices of the Products, and the Commission each yields, are set out in Schedule 1. Prices may change; Commission then follows the new price from the billing period in which it takes effect.
   8. Commission is your sole remuneration under this Agreement. You are not entitled to any fee, retainer, expenses, minimum payment or reimbursement of any kind unless separately agreed in writing.
7. Approval, Hold Period and Clawback
   1. Commission is recorded as pending when the relevant payment is received from the Referred Customer (or, for a billing period satisfied by the Credit, when that billing period's invoice is settled).
   2. Pending Commission becomes approved thirty (30) days after it is recorded, provided that in the meantime the underlying payment has not been refunded, charged back, reversed or disputed, and no breach of clause 12 has come to light.
   3. Only approved Commission is included in a payment run under clause 8.
   4. Clawback. If a payment on which Commission has been recorded is later refunded, charged back, reversed or otherwise not received or retained by us — whenever that happens — the corresponding Commission is cancelled. If it has already been approved but not paid, it is removed from your balance. If it has already been paid to you, we may deduct it from your next payment run, and if there is insufficient Commission to deduct it from, you must repay it to us within thirty (30) days of our written demand.
   5. We may withhold or cancel Commission, in whole or in part, where we reasonably believe it arises from a breach of clause 12, from fraud, or from a transaction that is not genuine. We will tell you why, and you may respond; we will consider your response in good faith before making a final decision.
   6. We may suspend payment of Commission while we investigate a suspected breach, for no longer than is reasonably necessary.
8. Payment
   1. We run payments monthly in arrears. Within fifteen (15) days after the end of each calendar month we produce a statement of the Commission approved during that month, and we pay the amount shown by the end of the following calendar month.
   2. Minimum payment threshold: £25.00. Where your approved balance at the end of a month is below £25.00, no payment is made that month and the balance carries forward until the threshold is met. On termination of this Agreement, any approved balance is paid in full at the next payment run irrespective of the threshold, provided the Agreement was not terminated under clause 17.3.
   3. Payments are made in pounds sterling (GBP) by PayPal, by Wise, or by bank transfer, as you select in your Partner Portal. Where you ask to be paid in another currency or by another method, any conversion cost, transfer fee or intermediary charge is deducted from the amount paid to you.
   4. You bear the cost of receiving payment, including any fee charged by your own payment provider or bank. We bear the cost of sending it.
   5. Your Partner Portal shows your pending, approved, paid and clawed-back Commission at all times. That, together with the monthly statement, is the account between us.
   6. If you have not logged into your Partner Portal or responded to our emails for twelve (12) consecutive months and we hold an approved balance for you, we will make reasonable efforts to contact you at your registered email address. If we receive no response within a further three (3) months, we may treat the balance as forfeited, save where applicable law provides otherwise.
9. VAT and Invoicing
   1. All Commission figures in this Agreement and in your Partner Portal are stated exclusive of value added tax.
   2. If you are registered for VAT in the United Kingdom, you must tell us and give us your VAT registration number. VAT will then be added to your Commission at the applicable rate where the supply is subject to UK VAT, and you must provide a valid VAT invoice before we can pay it.
   3. We may, at our option, operate self-billing, in which case we would raise the invoice on your behalf. Self-billing will only operate under a separate written self-billing agreement between us that complies with HM Revenue & Customs requirements. Nothing in this Agreement obliges either party to enter into such an arrangement.
   4. Where you are established outside the United Kingdom, you are responsible for determining and discharging any indirect tax obligations in your own jurisdiction, and you must give us any information or documentation we reasonably need to establish the correct treatment of the supply.
   5. If we are required by law to withhold or deduct tax from a payment to you, we will withhold the required amount, pay it to the relevant authority, and give you appropriate evidence of the deduction. We are not required to gross up the payment.
10. Your Tax and Status
    1. You are solely responsible for reporting and paying all income tax, corporation tax, national insurance contributions, social security and any other tax or levy arising on your Commission, in every jurisdiction in which you are liable.
    2. You are not our employee or worker. You are not entitled to holiday pay, sick pay, a pension, notice, redundancy or any other employment benefit, and you will not claim to be.
    3. You will indemnify us against any liability, assessment, penalty or interest we incur because you have failed to account for tax properly on your Commission, or because any authority determines that you were our employee or worker.
11. How You May Promote
    1. You may promote the Products honestly and on your own account through channels you own or legitimately control, including: your website or blog; your YouTube, video or podcast channel; your newsletter to subscribers who have opted in; your social media accounts; your Telegram channels and groups; online communities where promotion is permitted by that community's rules; reviews, tutorials and comparison content; and paid advertising, subject to clause 12.
    2. You may use the marketing materials, screenshots, logos and copy we supply, and you may write your own, provided everything you publish is accurate, is not misleading, and is consistent with this Agreement and with the current published features and prices of the Products.
    3. You are responsible for the content you publish and for the conduct of anyone you engage to promote on your behalf, as if it were your own.
12. Prohibited Conduct
    1. You must not, directly or indirectly:
       1. Self-refer. Use your own Tracking Link or Tracking Code to subscribe yourself, or arrange for a member of your household, an entity you control, or a person acting on your behalf to do so, in order to obtain Commission or the Offer.
       2. Bid on our brand terms. Purchase, bid on or otherwise procure paid search, marketplace or social advertising on the keywords “EzSuppBot”, “EzForwardBot”, “EzBotSuite”, “Zivon”, or any misspelling, translation or close variant of them, whether alone or in combination with other words.
       3. Impersonate us. Register or use any domain name, subdomain, social media handle, application name or channel name that contains or is confusingly similar to our names or trade marks; present yourself as us or as an official channel; or operate a site that a reasonable visitor could mistake for one of ours.
       4. Send spam. Send unsolicited email, SMS, direct messages or Telegram messages, post to communities in breach of their rules, or otherwise promote in a way that breaches the Privacy and Electronic Communications Regulations 2003, the CAN-SPAM Act, or equivalent law in the recipient's jurisdiction.
       5. Stuff or force cookies. Set our tracking cookie without a genuine, deliberate click by the user; use iframes, pop-unders, auto-redirects, hidden pixels, adware, browser extensions, toolbars or any automated means to trigger attribution.
       6. Manufacture traffic. Use bots, click farms, incentivised traffic, traffic-exchange schemes, or any artificial means to generate clicks, signups or subscriptions.
       7. Misrepresent the Products. Make any claim about features, prices, performance, security, availability or the Offer that is inaccurate, out of date, exaggerated or unsupported; guarantee outcomes; or publish a fabricated review, testimonial or endorsement.
       8. Discount or rebate. Offer cash back, rebates, loyalty points or any inducement funded from your Commission, or advertise a discount other than the Offer, without our prior written consent.
       9. Misuse coupon and deal channels. Submit our codes to coupon, voucher, cashback or deal aggregation sites, or allow them to be listed there, without our prior written consent.
       10. Publish on unlawful or harmful properties. Promote the Products on any property containing or promoting illegal content, pirated material, malware, pornography, gambling directed at minors, hate speech, harassment, violence or discrimination.
       11. Solicit our customers away. Use your position as a Partner, or information obtained through it, to divert existing or prospective customers of the Products to a competing product.
       12. Transfer your code. Sell, licence, share or transfer your Tracking Link or Tracking Code, or permit a third party to use it as their own.
       13. Reverse-engineer our tracking. Attempt to interfere with, circumvent, probe or manipulate our tracking, attribution or Commission systems.
    2. A breach of this clause 12 is a material breach. In addition to any other remedy, we may cancel the affected Commission under clause 7.5 and terminate this Agreement immediately under clause 17.3.
13. Advertising Disclosure and Compliance with Law
    1. You must clearly and prominently disclose that your content is advertising and that you earn commission, in every piece of content that carries your Tracking Link or Tracking Code. This is a legal requirement in the United Kingdom and in many other jurisdictions, and it is a condition of your participation in the Programme.
    2. The disclosure must appear before the audience engages with the promotion — at the start of a post, in the title or opening seconds of a video, in the header of an article, or above the link — and not only at the end, in a footer, behind a “more” link, or in a general site-wide disclaimer.
    3. Labels such as “Ad” or “#Ad” are acceptable in the United Kingdom. Labels the Advertising Standards Authority has found insufficient — including “#affiliate” alone, “#collab”, “#sp”, spaced or obscured variants, and statements that you “may” earn commission — must not be used.
    4. You must comply with all laws, regulations and codes that apply to your promotional activity, including the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code), the Consumer Protection from Unfair Trading Regulations 2008, the Digital Markets, Competition and Consumers Act 2024, the Privacy and Electronic Communications Regulations 2003, and — where your audience includes the United States — the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255).
    5. You must also comply with the terms of service of every platform on which you promote, including Telegram, YouTube, X, Meta, TikTok, LinkedIn and Reddit.
    6. Both an advertiser and an affiliate are responsible for affiliate marketing under the CAP Code. If we ask you to change or remove content in order to comply with this clause 13, you must do so promptly and in any event within five (5) working days.
14. Brand and Trade Mark Licence
    1. We grant you a limited, non-exclusive, non-transferable, royalty-free, revocable licence to use our names, logos, screenshots and marketing materials for the sole purpose of promoting the Products under this Agreement, for as long as it is in force.
    2. You must use our logos and names as supplied, without alteration to their proportions, colours, spelling or capitalisation, and must always spell them as one word: EzSuppBot, EzForwardBot, EzBotSuite.
    3. All goodwill arising from your use of our marks accrues to us. You acquire no right, title or interest in them beyond the licence in clause 14.1, and you must not register or attempt to register anything identical or confusingly similar anywhere in the world.
    4. You must not use our marks in a way that suggests we endorse, sponsor or are affiliated with any other product, service or opinion of yours.
    5. You grant us a non-exclusive, royalty-free licence to use your name, trading name, logo and a link to your promotional content for the purpose of operating and marketing the Programme, including naming you as a partner. You may withdraw that licence at any time by writing to [email protected], and we will stop within thirty (30) days.
    6. The licence in clause 14.1 ends immediately on termination of this Agreement, and you must within thirty (30) days remove our marks from your properties, save that you need not alter archived or historical content that is not actively promoted, provided your Tracking Links in it are removed or disabled.
15. Confidentiality
    1. Each party may receive information from the other that is confidential. Our confidential information includes non-public commission structures offered to other partners, unreleased features and roadmap, customer data, revenue and conversion figures, and anything we mark or identify as confidential.
    2. The receiving party must keep such information confidential, use it only to perform this Agreement, and not disclose it except to those of its personnel or advisers who need it and who are bound by equivalent obligations.
    3. These obligations do not apply to information that is or becomes public other than through breach of this clause, was already lawfully known to the receiving party, is independently developed without reference to the disclosing party's information, or is required to be disclosed by law, a court or a regulator — in which case the receiving party will, where lawful, give prior notice.
    4. Your own commission statements and earnings are yours to disclose. This clause does not prevent you from saying publicly what you earn from the Programme, nor from making a protected disclosure under the Public Interest Disclosure Act 1998.
    5. This clause survives termination for three (3) years.
16. Data Protection
    1. Each party will comply with the UK General Data Protection Regulation and the Data Protection Act 2018 (together, the “Data Protection Laws”) in connection with this Agreement.
    2. The parties act as independent controllers in respect of the personal data each processes under this Agreement. Neither is the other's processor. In particular, we are the controller of the personal data of customers who subscribe to the Products, and you are the controller of the personal data of your own audience, subscribers and contacts.
    3. We process your personal data — your name, contact details, payment details and Programme activity — in order to operate the Programme, pay you, and comply with our legal obligations. Our privacy notice explains this in full.
    4. You must not transfer to us any personal data of your audience, and we do not want it. You must not scrape, harvest or compile personal data from our websites, applications or Telegram bots.
    5. Where you send marketing by email, SMS or direct message, you are responsible for having a lawful basis and, where required, valid consent, and for honouring opt-outs.
    6. Each party will notify the other without undue delay of any personal data breach affecting personal data shared under this Agreement, and will co-operate reasonably in responding to it and to any request from a data subject or regulator.
17. Term and Termination
    1. This Agreement begins on the date of the last signature below (or, if earlier, the date we approve your application and you begin using your Tracking Link or Tracking Code) and continues until terminated.
    2. Either party may terminate for convenience at any time by giving the other thirty (30) days' written notice.
    3. We may terminate immediately, by written notice, if you:
       1. breach clause 12 (Prohibited Conduct) or clause 13 (Advertising Disclosure);
       2. commit any other material breach that is incapable of remedy, or that you fail to remedy within fourteen (14) days of being asked to;
       3. act fraudulently or dishonestly, or in a way that in our reasonable opinion brings, or is likely to bring, the Products or ZIVON Ltd into disrepute; or
       4. become insolvent, enter administration or liquidation, have a receiver appointed, or cease or threaten to cease to carry on business.
    4. You may terminate immediately if we materially breach this Agreement and fail to remedy the breach within thirty (30) days of written notice, or if we become insolvent as described in clause 17.3(d).
    5. We may suspend your account and withhold payment while we investigate a suspected breach of clause 12 or 13. Suspension is not termination, and we will act promptly.
18. Effect of Termination
    1. On termination, your Tracking Link and Tracking Code stop working, the licence in clause 14.1 ends, and you must stop promoting the Products and remove or disable your Tracking Links.
    2. Where this Agreement is terminated by either party for convenience under clause 17.2, or by you under clause 17.4, Commission continues to accrue and be paid on your existing Referred Customers for the remainder of each of their Commission Terms, exactly as if this Agreement had continued. This is the position we consider fair: you did the work that brought the customer, and the customer keeps paying.
    3. Where we terminate under clause 17.3, all Commission — pending and approved, accrued and future — is forfeited, save that we will still pay approved Commission that we are satisfied arose from genuine referrals unaffected by the conduct that caused the termination.
    4. Customers already referred remain our customers. Nothing in this Agreement gives you any interest in, or claim over, a Referred Customer or their subscription.
    5. Clauses 1, 7.4, 9, 10, 12.2, 14.3, 15, 16, 18, 19, 21 and 22 survive termination, along with any other provision that by its nature is intended to.
19. Warranties, Indemnity and Liability
    1. You warrant that you have the right and authority to enter into this Agreement; that you will comply with it and with all applicable law; that the content you publish is your own or properly licensed and does not infringe any third party's rights; and that the information you have given us is true and complete.
    2. We warrant that we have the right to grant the licence in clause 14.1 and that we will operate the Programme and calculate Commission in good faith and in accordance with this Agreement.
    3. The Programme, the Partner Portal and our tracking are provided “as is”. We do not warrant that they will be uninterrupted or error-free, and we give no guarantee as to the volume of traffic, signups, subscriptions or Commission you will achieve. All warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
    4. You will indemnify us against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with your breach of clause 12, clause 13, clause 16 or clause 19.1, or any third-party claim relating to content you have published.
    5. Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.
    6. Subject to clause 19.5, neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, or any indirect or consequential loss, however arising.
    7. Subject to clause 19.5, our total aggregate liability to you arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) the total Commission paid and payable to you in the twelve (12) months immediately before the event giving rise to the claim, and (b) five hundred pounds (£500).
    8. Clause 19.7 does not limit our obligation to pay Commission properly due to you under clauses 6, 7 and 8.
20. Changes to the Programme and this Agreement
    1. We may change the terms of the Programme — including the Commission Rate, the Commission Term, the Offer, the payment threshold and the terms of this Agreement — by giving you thirty (30) days' written notice by email to your registered address and by posting the revised terms in the Partner Portal.
    2. A change does not apply retrospectively. Commission on a Referred Customer attributed to you before a change takes effect continues at the rate and for the term that applied when they were attributed, for the remainder of their Commission Term.
    3. If you do not accept a change, you may terminate under clause 17.2 before it takes effect, and clause 18.2 will apply. Continuing to use your Tracking Link or Tracking Code after the change takes effect is acceptance of it.
    4. We may make changes required by law, or that are purely administrative and do not adversely affect you, with immediate effect.
    5. We may add or remove Products from the Programme, and we may discontinue the Programme entirely, on thirty (30) days' notice. Clause 18.2 applies if we discontinue it.
21. General
    1. Entire agreement. This Agreement, including its Schedules, is the whole agreement between the parties on its subject matter and supersedes all prior discussions, representations and understandings. Neither party relies on any statement not set out in it, save that nothing excludes liability for fraudulent misrepresentation.
    2. Assignment. You may not assign, transfer, charge or subcontract this Agreement without our prior written consent. We may assign or transfer it to a group company or in connection with a merger, reorganisation or sale of the business or assets to which it relates, on notice to you.
    3. Variation. Save as provided in clause 20, no variation is effective unless in writing and signed by both parties.
    4. Waiver. A failure or delay in exercising a right is not a waiver of it, and no single or partial exercise prevents further exercise.
    5. Severance. If any provision is held invalid or unenforceable, it is to be modified to the minimum extent necessary to make it valid, or if that is not possible, deleted. The remainder is unaffected.
    6. Notices. Notices to us must be sent to [email protected] and, where the notice concerns termination or a legal claim, also by post to our registered office. Notices to you are sent to the email address in your Partner Portal. Email notices are deemed received at 9.00 am on the next working day after sending.
    7. Third parties. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
    8. Force majeure. Neither party is liable for failure or delay caused by an event beyond its reasonable control, provided it notifies the other and takes reasonable steps to mitigate.
    9. Counterparts and electronic signature. This Agreement may be executed in counterparts, each of which is an original and all of which together form one agreement. An electronic or scanned signature is as valid as an original.
22. Governing Law and Jurisdiction
    1. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), is governed by and construed in accordance with the law of England and Wales.
    2. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
    3. Before commencing proceedings, the parties will first attempt in good faith to resolve the dispute by discussion, for a period of thirty (30) days from written notice of it. This does not prevent either party from seeking urgent injunctive relief.